CareView Communications, Inc. 8-K


 


Exhibit 10.51


 


 


ALLONGE NO. 1 TO SENIOR SECURED CONVERTIBLE
NOTES


(issued February 23, 2018)


 


July 10, 2018


 


This Allonge No. 1 to Senior Secured Convertible
Notes (this “Allonge”) shall be affixed to each of those certain Senior Secured Convertible Notes dated February
23, 2018 (the “Notes” and each, a “Note”), issued in the original aggregate principal amount
of $2,050,000, made by CareView Communications, Inc., a Nevada corporation (the “Company”), and payable to the
order of the Holders specified therein (each, a “Holder”), and shall become a permanent part thereof and shall
amend each such Note as provided herein.


1. 


Amendment to
Legend. The Note is hereby amended to insert the following paragraph at the end of the legend on the cover page thereof:


“IN ADDITION,
THE RIGHTS AND REMEDIES GRANTED to THE HOLDER PURSUANT TO THIS NOTE, THE LIEN AND SECURITY INTEREST GRANTED TO HealthCor Partners
Fund, L.P., a Delaware limited partnership, as AGENT for the Investors under the Security Agreement (“AGENT”) SECURING
THIS NOTE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE HOLDER OR AGENT RELATING TO THIS NOTE ARE further SUBJECT TO THE PROVISIONS
OF SECTIONS 3 AND 4 OF THE NINTH AMENDMENT, DATED AS OF JULY 10, 2018, TO THE PURCHASE AGREEMENT (AS DEFINED HEREIN).”


2. 


Amendment to
Payment Priorities. Section 2(f) of the Note is amended and restated in its entirety as follows:


“(f) 


This Note is one of a series of notes
issued by the Company pursuant to the Purchase Agreement. Such Notes are referred to herein as the “Notes,”
and the holders thereof (including the Holder) are referred to herein as the “Investors.”
The Notes initially issued in calendar years 2011 and 2012 are senior in right of payment to the Notes initially issued after calendar
year 2012 (including this Note, the “Subsequent Tranche Notes”), as more fully set forth in the Purchase Agreement.
The right of an Investor to receive payments of Principal and Interest under this Note shall be pari passu with the rights
of the other Investors to receive payments of Principal and Interest under their respective Subsequent Tranche Notes, and
the Company covenants that any payments made by it with respect to the Subsequent Tranche Notes shall be made pro rata among
the Investors determined based on the ratio of the outstanding balance of Principal and Interest under each Subsequent Tranche
Note divided by the aggregate outstanding balance of Principal and Interest under all Subsequent Tranche Notes.  By the Holder’s
acceptance of this Note, the Holder agrees to the foregoing.”


3.  


Amendment to
Required Share Reserve Amount. Section 8(a) of the Note is amended and restated in its entirety as follows:


“(a) 


Reservation. The Company shall
at all times reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock equal to 100%
of the Conversion Rate with respect to the full Conversion Amount of this Note, solely for the purpose of effecting the conversion
of this Note (the “Required Reserve Amount”).”


4.  


 No Further Amendments;
Authorization to Affix to Note. Except as specifically amended hereby, the Note shall remain in full force and effect. The
Company hereby authorizes each Holder to affix this Allonge to its Note and it shall for all purposes henceforth be part of the
Note.


 


[Signature page follows]




    	 



    	 



    

Exhibit 10.51


 


 


IN WITNESS WHEREOF, the Company has caused this
Allonge to be executed by its officer thereunto duly authorized, as of the date first above written.


 


	 	COMPANY:
	 	 
	 	CAREVIEW COMMUNICATIONS, INC.,
	 	a Nevada corporation
	 	 
	 	By: 	/s/ Steven Johnson
	 	Name:   	Steven Johnson
	 	Title:	Chief Executive Officer


 


AGREED AND ACCEPTED:


 


 


	/s/ Steven G. Johnson	 
	Steven G. Johnson	 
	 	 
	/s/ James R. Higgins	 
	James R. Higgins	 
	 	 
	/s/ Allen Wheeler	 
	L. Allen Wheeler	 
	 	 
	/s/ Steven B. Epstein	 
	Steven B. Epstein	 
	 	 
	/s/ Jason T. Thompson	 
	Jason T. Thompson	 
	 	 
	/s/ Sandra K. McRee	 
	Sandra K. McRee	 
	 	 
	/s/ Jeffrey C. Lightcap	 
	Jeffrey C. Lightcap	 
	 	 
	 	 
	Rockwell Holdings I, LLC	 
	 	 
	/s/ Matthew Bluhm	 
	By: Matthew Bluhm	 
	Title: Managing Member	 


 


 


[Signature Page to Allonge No. 1 to CareView
Communications, Inc. Secured Convertible Notes issued February 23, 2018]